EXHIBIT 2.1
ASSET PURCHASE AGREEMENT
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This Asset Purchase Agreement (the "Agreement") is made as of the 31st
day of January, 2002, by and among
ONE WORLD NETWORKS INTEGRATED TECHNOLOGIES, INC., a NEVADA
corporation, having its principal place of business at 00000 Xxxxxxxx
Xxxx., Xxxxxx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000 ("Seller");
AND
THINKA WEIGHT LOSS CORPORATION , a Nevada corporation having an office
at 0000 Xxxx Xxxxx, Xxxxxxxxx, Xxxxxx, 00000 ("Buyer").
RECITALS
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A. Seller is engaged in the business of marketing, developing and
distributing for sale dietary supplement, nutritional and health care related
products.
B. Seller desires to sell to Buyer and Buyer desires to purchase
from Seller substantially all the assets used in connection with the operation
of Seller's CARB FIGHTER line of business (hereinafter "the Business"),
excluding any items described below as "Excluded Assets", pursuant to the terms
and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements hereinafter set forth and other good and valuable consideration, the
parties agree as follows:
1. PURCHASE OF PURCHASED ASSETS.
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1.1. Purchased Assets. Seller agrees to sell and transfer to Buyer
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at the Closing (as hereinafter defined) and Buyer agrees to purchase from Seller
at the Closing all of Seller's right, title and interest to, in and under the
Purchased Assets, free and clear of any and all liens and encumbrances. The term
"Purchased Assets" means all assets, properties and rights of Seller of every
kind and description, personal and mixed, tangible and intangible, wherever
situated, relating to the CARB FIGHTER line of products, excluding the Excluded
Assets, but including without limitation the following:
(a) Sales Materials. All of Seller's advertising files and
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records, literature, labels, call sheets and all other materials used by Seller
in its sales and marketing, and all other sales, promotional materials, records
and reports relating to the Business;
(b) Operating Documents. All right, title and interest of
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Seller in and to agreements related or pertaining to the operation, maintenance
or management of the Business, all other permits, licenses, approvals,
certificates, consents and authorizations held in connection with the ownership,
use, or operation of the Business and all warranties, guaranties, contract
rights and agreements relating to the Purchased Assets, all of which are listed
on Schedule 1.1(d) (collectively, the "Operating Documents");
(c) Executory Contracts. Seller states that no contracts
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relating to the Purchased Assets are currently in force other than purchase
orders and other items in the ordinary course of business which will be
transferred to Buyer at Closing.
(d) Records. All data, books, papers, records, lists and
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files pertaining to the Purchased Assets, except that Seller shall retain a copy
of its customer list for the CARB FIGHTER products and shall retain the rights
to market products to the customer list so long as such marketing activities do
not violate any other provision herein.
(e) Telephone. All telephone numbers owned by Seller in
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connection with and relating to the Business;
(f) Trade Names. The exclusive right to use the "CARB
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FIGHTER" name and logo under Registration Number 2506101 and Serial Number
76081624 as presently or previously used by Seller or its predecessors in
connection with the Business
(g) Intellectual Property. All Intellectual Property (as
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defined below), goodwill associated therewith, licenses and sublicenses granted
and obtained with respect thereto, and rights thereunder, remedies against
infringements thereof, and rights to protection of interests therein under the
laws of all jurisdictions;
"Intellectual Property" shall mean (a) all inventions (whether
patentable or unpatentable and whether or not reduced to practice), all
improvements thereto, and all patents, patent applications, and patent
disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof
relating to the Business, (b) all trademarks, service marks, trade dress, logos,
trade names, and corporate names, together with all translations, adaptations,
derivations, and combinations thereof and including all goodwill associated
therewith, and all applications, registrations, and renewals in connection
therewith pertaining to the Business, (c) all drawings, designs, sketches,
illustrations and other artwork pertaining to the Business, (d) all works, all
copyrights, and all applications, registrations, and renewals in connection
therewith pertaining to the Business, (e) all trade secrets and confidential
business information (including ideas, research and development, know-how,
formulas, compositions, manufacturing and production processes and techniques,
technical data, designs, drawings, specifications, customer and supplier lists,
pricing and cost information, and business and marketing plans and proposals)
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used exclusively in the Business, (g) all other proprietary rights held and used
by the Business, and (h) all copies and tangible embodiments thereof (in
whatever form or medium); All such Intellectual Property shall not include those
assets listed in Excluded Assets, attached hereto. Other. All other personal
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property (tangible and intangible) used in or relating to the Business.
1.2. Excluded Assets. The assets of Seller listed on Schedule 1.2
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are hereby excluded from Section 1.1 above (the "Excluded Assets").
2. PURCHASE PRICE.
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2.1 Calculation and Payment of Purchase Price. The aggregate
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purchase price for the Purchased Assets (collectively, the "Purchase Price")
shall be an amount equal to Two Hundred Fifty Thousand Dollars ($250,000)
payable as follows:
(i) The Two Hundred Thousand Dollar ($200,000)deposit paid
to Seller by Buyer pursuant to an earlier,
unconsummated transaction ("ULR Transaction") shall be
credited toward the purchase price for the Business at
Closing;
(ii) Forty Thousand Dollars ($40,000) has been deposited by
Buyer to Garden State Nutritionals on behalf of
Seller's Account;
(iii) Ten Thousand Dollars ($10,000) at the Closing of the
transaction shall be deposited by Buyer to Garden State
Nutritionals on behalf of Seller's Account.
2.2 Termination of Letter of Intent and Amendments between the
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Parties related to the ULR Transaction dated September 17, 2001 and September
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26, 2001, respectively. This Agreement supercedes and replaces each of the
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Parties' rights and obligations under that certain Letter of Intent and
Amendment described above. By Closing of the transaction set forth herein and
performing as required hereunder, each Party hereby releases and discharges each
other forever from any claims arising now or in the future from said Letter of
Intent and Amendments.
3. ADJUSTMENTS AND ASSUMPTION OF OBLIGATIONS
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3.1. Apportionment Time. It is the intention of the parties that
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Seller's books as to the Business shall be closed as of 11:59 p.m. (E.S.T.) on
the day preceding the Closing Date (the "Apportionment Time").
3.2. Seller's Liabilities. Except as specifically stated in this
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Agreement, Seller shall be responsible for all obligations with respect to the
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Purchased Assets and the operation of the Business which have accrued and/or
resulted from actions or omissions of Seller at or prior to the Apportionment
Time and all obligations not specifically assumed by Buyer pursuant to this
Agreement, such liabilities of Seller include without limitation, the following:
(a) All contracts, agreements, understandings or
arrangements (written or oral) not specifically assumed by Buyer;
(b) Any liabilities related to employees or independent
contractors;
(c) All tax liabilities of any kind of Seller or any owner
or affiliate of Seller, including sales tax;
(d) All intercompany liabilities
(e) All product liability claims or causes of action or
other litigation or regulatory investigations relating to conduct, negligence,
or related to sales of product by Seller prior to the date of Closing.
3.3. Buyer's Liabilities. Buyer shall assume the following
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obligations as of the Apportionment Time:
(a) all obligations of Seller to be performed after the
Closing Date pursuant to the express terms of the unfilled purchase orders and
sales orders set forth on Schedule 1.1(f); such obligations shall also include
royalties to be paid to production and talent partners pursuant to producer and
talent agreements furnished to Buyer, with originals of such agreements to be
provided at Closing.
3.4. No Other Liabilities to be Assumed by Buyer. EXCEPT AS
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SPECIFICALLY PROVIDED IN SECTION 3.3 HEREOF, SELLER SHALL REMAIN LIABLE AND
RESPONSIBLE FOR AND BUYER SHALL NEITHER ASSUME NOR DISCHARGE ANY DEBTS,
OBLIGATIONS, LIABILITIES OR COMMITMENTS OF SELLER ARISING DIRECTLY OR INDIRECTLY
OUT OF THE CONDUCT OF THE BUSINESS PRIOR TO CLOSING WHETHER ACCRUED NOW OR
HEREAFTER, WHETHER FIXED OR CONTINGENT, WHETHER KNOWN OR UNKNOWN. ALL PURCHASED
ASSETS ARE TO BE TRANSFERRED TO BUYER FREE AND CLEAR OF ANY LIENS, CLAIMS,
SECURITY INTERESTS OR ENCUMBRANCES WHATSOEVER.
4. CLOSING; DELIVERY OF DOCUMENTS AND PURCHASED ASSETS;
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TERMINATION. The closing of the purchase and sale of the Purchased Assets will
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take place at the offices of Vitaquest International, Inc., 0 Xxxxxxxxx Xxxxx,
Xxxx Xxxxxxxx, Xxx Xxxxxx 00000 (the "Closing"), on or about February 7, 2002,
or as soon thereafter as reasonably practicable upon fulfillment or waiver of
all conditions precedent (the "Closing Date"), but in no event later than
February 11, 2002.
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4.1. Deliveries by Seller. At the Closing, Seller will deliver the
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Purchased Assets, along with the following documents and instruments, to Buyer:
(a) An executed xxxx of sale for the Purchased Assets,
transferring the Purchased Assets to Buyer substantially in the form attached as
Exhibit A;
(b) All of Seller's records, financial statements, papers
and files pertaining to the operation of the Business not previously provided to
Buyer.
(c) An incumbency certificate and certified copies of the
Board of Director resolutions authorizing the sale of the Purchased Assets with
no shareholder consents being required in the opinion of the Board of Directors
of Seller, the assignment of contracts and licenses and the other transactions
described herein;
(d) An executed consent of all lenders or other entities
with liens or encumbrances on Seller's assets providing for the release of the
Purchased Assets from such liens or encumbrances together with UCC-3 termination
statements and any other documents deemed necessary or advisable by Buyer in
order to release the Purchased Assets from all liens, security interests or
other encumbrances;
(e) Seller shall deliver to Buyer, to the extent the same
are in written form, all copies of patents, trademarks, service marks, copyright
applications and registrations, artwork, inventions, permits, licenses, trade
secrets, or other secret or confidential information owned or licensed by Seller
used in connection with the Business or the Purchased Assets certifying that
upon such delivery, neither Seller nor any of its affiliates will have in their
possession any originals of the foregoing, in whatever form. Seller hereby
covenants promptly to deliver any of the foregoing to Buyer to the extent
discovered by Seller to be in its possession or control following the Closing;
(f) Assignments of patents, trademarks and copyrights in
"as is" form
(g) All other documents required or contemplated to be
delivered to Buyer under the provisions of this Agreement.
4.2. Deliveries by Buyer. At the Closing, Buyer will deliver the
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following documents and instruments to Seller:
(a) The Closing payment as set forth in Section 2.1(a); and
(b) Certified copies of resolutions authorizing the
purchase of the Purchased Assets.
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Termination In the event that this Agreement terminates for
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any of the following reasons: (i) Seller is unable to obtain any of the material
items required to be delivered by Buyer prior to or at the Closing; or (ii)
Seller is not in compliance with any material representation, warranty or
covenant set forth in this Agreement, Buyer, may, at its option terminate the
agreement or in its sole discretion, grant a thirty (30) calendar-day extension
of time within which Seller shall use its best efforts to obtain any of the
items required to be delivered to Buyer at the Closing or achieve compliance
with any representation, warranty or covenant set forth in this Agreement.
5. WARRANTIES AND REPRESENTATIONS OF SELLER. Seller hereby
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warrants and represents to Buyer as follows:
5.1. Organization; Licenses. Seller is a corporation duly organized,
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validly existing and in good standing under the laws of its state of
incorporation. Seller has all corporate power, franchises, licenses and permits
to own the CARB FIGHTER product and conduct the Business.
5.2. Authority. Seller has the power to execute and deliver this
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Agreement and the other agreements, documents and instruments required to be
delivered by Seller in accordance with the provisions hereof (the "Seller
Documents"), to perform this Agreement and the Seller Documents and to
consummate the transactions contemplated hereby and thereby. The execution,
delivery and performance of this Agreement by Seller has been duly authorized by
all necessary corporate action. This Agreement has been, and the Seller
Documents will be, duly executed and delivered on behalf of Seller by duly
authorized officers of Seller, and this Agreement constitutes, and Seller
Documents when executed and delivered will constitute, the legal, valid and
binding obligations of Seller, enforceable against such party in accordance with
their respective terms.
5.3. Validity of Contemplated Transactions, etc. The execution,
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delivery and performance of this Agreement and the Seller Documents by Seller
does not and will not violate, conflict with or result in the breach or material
modification of any term, condition or provision of, or require the consent of
any other person under, (a) any existing law, ordinance, or governmental rule or
regulation to which Seller is subject, (b) any judgment, order, writ,
injunction, decree or award of any court, arbitrator or governmental or
regulatory official, body or authority which is applicable to Seller, (c) the
charter documents of Seller or any securities issued by Seller, or (d) any
mortgage, indenture, agreement, contract, commitment, lease, plan,
authorization, or other instrument, document or understanding, oral or written,
to which Seller is a party, by which Seller may have rights or by which any of
the Purchased Assets may be bound or affected, or give any party with rights
thereunder the right to terminate, modify, accelerate or otherwise change the
existing rights or obligations of Seller thereunder. No authorization, approval
or consent of, and no registration or filing with, any governmental or
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regulatory official, body or authority is required in connection with the
execution, delivery or performance of this Agreement or the Seller Documents by
Seller.
5.4. Other Names. Except for ONE WORLD NETWORKS INTEGRATED
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TECHNOLOGIES, INC., ONE WORLD HEALTH & FITNESS LLC, OneWorldLive (dba), and ONE
WORLD NETWORKS (dba), Seller, and each of their predecessors and any companies
acquired by or merged into them have not used any other business names.
5.5. Operating Documents/Executory Contracts. All Operating
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Documents and Executory Contracts (including without limitation, any contracts
involving payment by Seller or otherwise affecting the Purchased Assets or
material to the Business) have been delivered to Buyer and are listed on
Schedules 1.1(d) and 1.1(f). The Operating Documents and Executory Contracts are
in full force and effect and neither Seller nor any other party to the Operating
Documents or Executory Contracts is in default thereunder. No event has occurred
which, with or without the giving of notice or lapse of time, or both, would
constitute a default or grounds for cancellation, modification, or termination
thereunder. There does not exist under any Operating Document or Executory
Contract any event of default or event or condition that constitutes or that,
after notice or lapse of time or both, would constitute, a violation, breach or
event of default thereunder on the part of Seller or, to Seller's knowledge, any
other party thereto. No consent of any third party is required under any such
document or contract as a result of or in connection with, and the
enforceability of any such contract will not be affected in any manner by, the
execution, delivery and performance of this Agreement, the Seller Documents or
the consummation of the transactions contemplated hereby and thereby.
5.6. Intellectual Property Matters. Seller in the conduct of the
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Business did not and does not utilize any patent, trademark, trade name, service
xxxx, copyright, software, trade secret, formulation, know-how or other
Intellectual Property except as listed on Schedule 5.12, together with any
permits, licenses, grants or other rights running to or from Seller relating to
any of the foregoing, all of which are owned by Seller free and clear of any
liens, claims, charges or encumbrances. Copies of all written instruments which
evidence such Intellectual Property have been attached to Schedule 5.12. Seller
does not knowingly infringe upon or unlawfully or wrongfully use any patent,
trademark, trade name, service xxxx, copyright, software, trade secret,
formulation or know-how owned or claimed by another. Seller is not in default
under, and has not received any notice of any claim of infringement or any other
claim, demand or proceeding relating to any such patent, trademark, trade name,
service xxxx, copyright, software, trade secret, formulation or know-how, and no
proceedings have been instituted, are pending, or to the knowledge of Seller
have been threatened to challenge the right of Seller with respect to any of
such assets; and there are no facts known to Seller which might reasonably serve
as the basis, in whole or in part, of any claim that any part of the Business
carried on by Seller infringes the trademark, trade name, copyright, or other
rights of any other person. Seller has the unrestricted right to use, free from
any rights or claims of others, all trade names, trade secrets and other
Intellectual Property which it has used or which it is now using in connection
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with the Business. No present or former employee of Seller and no other person
owns or has any proprietary, financial or other interest, direct or indirect, in
whole or in part, in any patent, trademark, trade name, service xxxx or
copyright, or in any application therefor, or in any trade secret, formulation,
software, know-how or other Intellectual Property which Seller owns, possesses
or uses in its operations as now or heretofore conducted. Schedule 5.12 also
lists all confidentiality or nondisclosure agreements to which Seller or any of
Seller's employees engaged in the Business is a party which relates to the
Business.
5.7. Title to Purchased Assets. Seller has good and marketable title
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in and to all of the Purchased Assets, which property is free and clear of any
security interests, consignments, liens, judgments, encumbrances, restrictions,
or claims of any kind.
5.8. Compliance with Law; Authorizations. Seller has complied with
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each, and is not in violation of any, law, ordinance, or governmental or
regulatory rule or regulation, orders or decrees, whether federal, state, local
or foreign, to which Seller's Business, or the Purchased Assets is subject
("Regulations"). Seller owns, holds, possesses or lawfully uses in the operation
of its Business all licenses, permits, easements, rights, applications, filings,
registrations and other authorizations ("Authorizations") which are in any
manner necessary for it to conduct its Business as now or previously conducted
or for the ownership and use of the assets owned or used by Seller in the
conduct of the Business of Seller, free and clear of all liens, charges,
restrictions and encumbrances and in compliance with all Regulations. All such
Authorizations are listed and described in Schedule 1.1(d). Seller is not in
default, nor has it received any notice of any claim of default, with respect to
any such Authorization. All such Authorizations are renewable by their terms or
in the ordinary course of business without the need to comply with any special
qualification procedures or to pay any amounts other than routine filing fees.
None of such Authorizations will be adversely affected by consummation of the
transactions contemplated hereby.
5.9. Insurance. Seller shall deliver at Closing any and all
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insurance policies which Seller has in effect relating to the Purchased Assets,
which policies are listed on Schedule 5.17. Seller has had general and product
liability insurance in full force and effect from the date it began activities
related to the Business until the date hereof.
Taxes. No assessments or additional tax liabilities (including
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without limitation all federal, state, county, local and foreign taxes,
assessments, charges, penalties and interest ("Taxes")) have been proposed or
threatened against Seller or any of its assets, and Seller has not executed any
waiver of the statute of limitations on the assessment or collection of Taxes.
There are no federal, state, county, local or foreign liens relating to Taxes
upon any of Seller's assets. There are no past, pending or threatened audits,
judicial proceedings, assessments or deficiencies against Seller relating to
Taxes. All returns relating to Taxes for Seller have been timely filed and are
complete and accurate. All Taxes due and owing from Seller (including without
limitation any Taxes required to be withheld and paid) have been fully paid and
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Seller has adequate reserves to pay Taxes not yet due. Since the end of Seller's
tax year immediately preceding the date hereof, Seller has not incurred any
Taxes other than Taxes incurred in the ordinary course of business entirely
consistent in amounts and nature with the past practice of Seller.
5.10. Litigation. There are no actions, suits or proceedings pending
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or threatened against, or affecting Seller or the Purchased Assets, at law or in
equity or before any federal, state, municipal or governmental department,
commission, board, bureau, agency or instrumentality.
5.11. Purchased Assets. The Purchased Assets include all rights and
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property necessary to the conduct of the Business by Buyer in the manner it is
presently conducted by Seller and no property excluded from the Assets under
Section 1.2 hereof constitutes property or rights material to the Business.
5.12. Product Warranty. Each product manufactured, sold, leased, or
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delivered by Seller has been in conformity with all applicable contractual
commitments and all express and implied warranties, and Seller has no liability
(and there is no basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand giving rise to any
liability) for replacement or repair thereof or other damages in connection
therewith, subject only to the reserve for product warranty claims set forth on
the face of the most recent balance sheet delivered to Buyer (rather than in any
notes thereto) as adjusted for the passage of time through the Closing Date in
accordance with the past custom and practice of Seller. No product manufactured,
sold, leased, or delivered by Seller is subject to any guaranty, warranty, or
other indemnity beyond the applicable standard terms and conditions of sale or
lease.
5.13. Product Liability. Seller does not know of any liability (and
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there is no basis for any present or future action, suit, proceeding, hearing,
investigation, charge, complaint, claim or demand giving rise to any liability)
arising out of any injury to individuals or property as a result of the
ownership, possession, or use of any product manufactured, sold leased, or
delivered by Seller.
5.14. Restrictions. Seller is not a party to any indenture,
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agreement, contract, commitment, lease, plan, license, permit, authorization or
other instrument, document or understanding, oral or written, or subject to any
charter or other corporate restriction or any judgment, order, writ, injunction,
decree or award which adversely affects or restricts or, so far as Seller can
now reasonably foresee, may in the future adversely affect or restrict, the
business, operations, assets, properties, prospects or condition (financial or
otherwise) of the Business after consummation of the transactions contemplated
hereby.
5.15. Financial Statements. Seller shall deliver at or prior to
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closing to Buyer the unaudited statements of net income and balance sheet
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pertaining to the Business for the periods ending June 30, 2001, September 30,
2001, October 31, 2001, and November 30, 2001. A complete and accurate copy of
those statements shall be annexed hereto as Schedule 5.27.
5.16. Adverse Business Changes. There has not been any adverse
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change in the working capital, financial condition, assets, liabilities (whether
absolute, accrued, contingent or otherwise), reserves, operating profits,
business, or prospects of Seller other than changes in the ordinary course of
the Business, none of which has been materially adverse (either when taken by
itself or in conjunction with all other such changes) since January 1, 2002.
5.17. Conditions Affecting Seller. There is no fact, development or
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threatened development with respect to the markets, products, services, clients,
customers, facilities, computer software, data bases, personnel, vendors,
suppliers, operations, assets or prospects of the Business which are known to
Seller which would materially adversely affect the business, operations or
prospects of Seller considered as a whole, other than such conditions as may
affect as a whole the economy generally. Seller will use its best efforts to
keep available for Buyer the services of the customers and suppliers of Seller
active in the conduct of the Business. Seller has no reason to believe that any
loss of any customer or supplier or other advantageous arrangement will result
because of the consummation of the transactions contemplated hereby.
5.18. Brokerage. No broker or finder has rendered services to Seller
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in connection with this Agreement.
5.19. Copies of Material Documents. Seller shall supply complete
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copies of all material documents relating to and necessary to the conduct of the
Business.
5.20. Full Disclosure. No representation or warranty made by Seller
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in this Agreement or the Seller Documents, and no certification furnished or to
be furnished to Buyer pursuant to this Agreement, contains or will contain any
untrue statement of a material fact or omits, or will omit, to state a material
fact necessary to make the statements contained herein or therein not
misleading.
6. WARRANTIES AND REPRESENTATIONS OF BUYER. Buyer hereby warrants
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and represents to Seller as follows:
6.1. Organization. Buyer is a corporation duly organized, validly
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existing and in good standing under the laws of its state of incorporation.
6.2. Authority. Buyer has the power to execute and deliver this
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Agreement and the other agreements, documents and instruments required to be
delivered by Buyer in accordance with the provisions hereof (the "Buyer
Documents"), to perform this Agreement and the Buyer Documents and to consummate
the transactions contemplated hereby and thereby. The execution, delivery and
performance of this Agreement by Buyer has been duly authorized by all necessary
corporate action. This Agreement has been, and the Buyer Documents will be, duly
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executed and delivered on behalf of Buyer by duly authorized officers of Buyer,
and this Agreement constitutes, and the Buyer Documents when executed and
delivered will constitute, the legal, valid and binding obligations of Buyer,
enforceable in accordance with their respective terms.
6.3. Full Disclosure. No representation or warranty made by Buyer
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in this Agreement or the Buyer Documents, and no certification furnished or to
be furnished to Seller pursuant to this Agreement, contains or will contain any
untrue statement of a material fact or omits, or will omit, to state a material
fact necessary to make the statements contained herein or therein not
misleading.
7. CONDUCT PENDING CLOSING.
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7.1. Consents. From and after the date hereof, Seller shall perform
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the following:
(a) Obtain consents for the assignments (or arrange for the
execution of new agreement in form and substance satisfactory to Buyer) of all
agreements listed on Schedules 1.1(d) And 1.1(f) to Buyer;
(b) Obtain consents and related lien release instruments
(including UCC-3 termination statements) from all creditors; and
(c) Obtain consents from all Directors of Seller.
7.2. Maintenance of Physical Purchased Assets. Seller shall continue
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to maintain and service the physical assets used in the conduct of the Business
in the same manner as has been its consistent past practice.
7.3. Cooperation. Seller and Buyer shall each use their best
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efforts, and shall cooperate with and assist the other parties in their efforts
to obtain such consents and approvals of third parties to the transaction
contemplated hereby as may be necessary to transfer the Purchased Assets to
Buyer and to consummate this Agreement.
7.4. Notification. Between the date of this Agreement and the
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Closing Date, Seller shall promptly notify Buyer in writing if Seller becomes
aware of any fact or condition that causes or constitutes a breach of any of
Seller's representations and warranties as of the date hereof, or if Seller
becomes aware of the occurrence after the date hereof of any fact or condition
that would (except as expressly contemplated by this Agreement) cause or
constitute a breach of any such representation or warranty as such
representation or warranty has been made as of the time of occurrence or
discovery of such fact or condition. During the same period, Seller shall
promptly notify Buyer of the occurrence of any breach of any covenant of Seller
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or of the occurrence of any event that may make the satisfaction of the
conditions contained in Section 11 impossible or unlikely.
INSPECTION CONTINGENCY. During the period (the "Due Diligence Period")
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commencing on the date hereof and terminating on the Closing Date, Buyer, its
employees, agents and independent contractors shall have the right to enter upon
Seller's place of business, upon reasonable notice to Seller, for the purposes
of conducting, at Buyer's expense, such studies, analysis, audits, inspections
and tests pertaining to the Purchased Assets as Buyer desires to conduct. During
the Due Diligence Period, Seller shall make available to Buyer, its employees,
agents and attorneys, for inspection, review and copying, all documents,
licenses, approvals and permits relating to the Business and such other
information and documentation with respect to the Business as Buyer shall
reasonably request.
8. ACCESS AND OTHER MATTERS.
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8.1. Access. Between the date hereof and the Closing, Seller shall
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give to authorized representatives of Buyer full access, during normal business
hours and upon reasonable notice, in such a manner as not to disrupt normal
business activities, to the Purchased Assets, facilities, material contracts and
books of accounts and records of Seller relevant to an evaluation of the
Purchased Assets.
8.2. Filings and Other Actions. Promptly following the execution of
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this Agreement, Seller and Buyer will make all filings and take all actions
required under any federal, state, county or municipal statute, rule, regulation
or ordinance which are necessary to consummate the transactions contemplated by
this Agreement.
8.3. Taxes. Seller shall be responsible for any sales or other
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taxes which may be incurred by Seller by reason of the transfer of the Purchased
Assets pursuant to this Agreement. Buyer is not assuming any of Seller's tax
liabilities.
8.4. Non-Competition by Seller. Seller agrees not to engage in or
---------------------------
carry on, directly or indirectly, the sale of a Product similar in formula to
the "Carbfighter Product" in the United States, either for itself or themselves
or as a member of a corporation, partnership, limited partnership, limited
liability company, joint venture or other entity or as an investor, agent,
associate, employee or consultant of or to any person or entity or otherwise.
The covenant contained in the preceding sentence shall continue for a period of
[2] years from and after the date of this Agreement. Such covenant shall exclude
the rights of Seller to continue marketing the CARB BLOCKER product as an upsell
to its Ultimate Lean Routine products only, and also excludes the combination
fat neutralizer/carbohydrate neutralizer product currently under development by
Garden State Nutritional for use by Seller in upcoming shows. Seller
acknowledges that it has carefully read and considered the restraints imposed
upon it pursuant to this Section and agrees that such restraints are necessary
12
for the reasonable and proper protection of Buyer and the value of the Purchased
Assets which it has acquired from Seller and that such restraints are reasonable
in respect to subject matter, length of time and area.
(a) Seller hereby acknowledges and agrees that it would be
extremely difficult or impracticable to measure damage to Buyer from any breach
by any of them of the agreements and covenants set forth in this Section, that
injury to Buyer from such breach would be incalculable and irremediable, and
that money damages would be an inadequate remedy for any such breach.
Accordingly, Seller hereby agrees that, if there is a breach of the covenants
and agreements under this Section in any respect, Buyer will be entitled, in
addition to all other remedies it may have, to a temporary restraining order and
to a preliminary and a permanent injunction to restrain any such breach by
Seller, without knowing or providing any actual damage sustained by Buyer. In
the event that Seller is determined to be in breach of this provision, Seller
hereby agrees to pay any expenses and attorneys' fees incurred by Buyer in
enforcing the obligations hereunder.
9. CONDITIONS TO OBLIGATIONS OF BUYER. The obligations of Buyer
------------------------------------
to effect this transaction shall be subject to the fulfillment, at or prior to
the Closing, of the following additional conditions:
9.1. Representations and Warranties True at Closing Date. Except
------------------------------------------------------
for changes contemplated by this Agreement, the representations and warranties
of Seller in section 5 hereto, shall be deemed to have been made again at and as
of the Closing Date and shall then be true and correct in all material respects
and, at the Closing, Seller shall have delivered to Buyer certificates signed by
the each of them and dated the Closing Date to such effect.
9.2. No Material Adverse Change. During the period from the date of
--------------------------
this Agreement to the Closing, there shall not have been any material loss or
damage to the Purchased Assets whether or not insured, which materially affects
Seller's ability to conduct its business; and Buyer shall have received
certificates signed by the each of Seller and Shareholders dated the Closing
Date to such effect.
9.3. Consents to Assignments. On or prior to the Closing Date,
-------------------------
Seller shall furnish Buyer with such consents as Buyer shall determine to be
required to enable Buyer to enjoy the benefit of the Purchased Assets, including
without limitation, the assignment of those agreements set forth on Schedules
1.1(d) and 1.1(f).
9.4. Consents. Buyer shall have received satisfactory evidence that
--------
Seller has obtained all necessary creditor, and Director consent to consummate
the transactions contemplated by this Agreement.
9.5. Good Title. Buyer shall have received good and marketable title
----------
to the Purchased Assets free of all liens, claims or encumbrances.
13
9.6. Governmental Notice. Seller shall have represented and
---------------------
warranted to Buyer that no tax or other notifications to federal, state or local
governments are required by Seller to consummate this transaction or to protect
Buyer from potential liability related to this transaction.
9.7. Compliance with Laws. Any and all permits, approvals and
----------------------
consents material to the Business shall have been obtained, and any and all
permits, approvals and consents which counsel to Buyer reasonably deems
appropriate to consummate the Closing have been obtained.
9.8. No Regulatory Proceedings. No proceeding, regulation or
---------------------------
legislation shall have been instituted, threatened or postponed, nor any order
issued by any governmental body to enjoin, restrain or prohibit this transaction
or the Closing or adversely affect the Purchased Assets.
9.9. No Threatened or Pending Litigation. On the Closing Date, no
------------------------------------
suit, action or other proceeding, or injunction or final judgment thereto, shall
be threatened or be pending before any court or governmental or regulatory
official, body or authority in which it is sought to restrain or prohibit or to
obtain damages or other relief in connection with this Agreement or the
consummation of the transactions contemplated hereby or otherwise could affect
the Business or the Purchased Assets, and no investigation that might result in
any such suit, action or proceeding shall be pending or threatened.
9.10. Satisfactory Due Diligence. Buyer shall have completed its
----------------------------
investigation and due diligence with respect to the Business and the Purchased
Assets and Buyer shall be satisfied in its reasonable discretion with the
results thereof.
10. CONDITIONS TO OBLIGATIONS OF SELLER. The obligations of Seller
-----------------------------------
to effect this transaction shall be subject to the fulfillment, at or prior to
the Closing, of the following additional conditions:
10.1. Representations and Warranties True at Closing Date. The
---------------------------------------------------------
representations and warranties of Buyer contained in Section 6 of this Agreement
shall be deemed to have been made again at and as of the Closing Date and shall
then be true and correct in all material respects and, at the Closing, Buyer
shall have delivered to Seller a certificate signed by its President and dated
the Closing Date to such effect.
10.2. No Regulatory Proceedings. No proceeding, regulation or
---------------------------
legislation shall have been instituted, threatened or postponed, nor any order
issued by any governmental body to enjoin, restrain or prohibit this transaction
or the Closing.
14
11. POST CLOSING COVENANTS. The parties covenant and agree to take
----------------------
the following actions following the Closing:
11.1. Survival of Representations and Warranties. The
------------------------------------------------------
representations, warranties, covenants and agreements of Seller and Buyer
contained in this Agreement, or in any document and certificate delivered
pursuant hereto, and the respective obligation of the parties with respect
thereto, shall survive the making of this Agreement, any investigations made by
or on behalf of the parties hereto, and the Closing, and shall continue in full
force and effect. Each of the parties agrees to give notice to the breaching
party of any breach of any such representation, warranty, covenant, or
agreement, describing such breach in reasonable detail, as soon as practicable
after the discovery thereof; providing that the failure to receive such notice
shall not relieve the breaching party from any liability in respect to such
breach unless and to the extent that the breaching party shall be prevented from
curing such breach as a direct result of its failure to receive a timely notice.
11.2. Indemnification by Seller. Seller agree to and does hereby
---------------------------
indemnify and hold Buyer and their agents, representatives, officers, directors
and stockholders (collectively, the "Indemnified Parties", and individually, an
"Indemnified Party") harmless on a joint and several basis against any claims,
suits, losses, expenses, damages, obligations, liabilities (including costs and
reasonable attorneys' fees) which result from or are related to (a) any breach
or failure of Seller to perform any of its covenants or agreements set forth
herein or in any Seller Documents, (b) the inaccuracy of any representation or
warranty made by Seller herein or in any Seller Documents and/or (c) any fixed
or contingent obligation or liability of Seller, arising from Seller's operation
of its Business or otherwise related to the Purchased Assets which is not
expressly assumed by Buyer.
11.3. Enforcement of Indemnification Rights.
-------------------------------------
(a) Notification. The Indemnified Party shall notify
------------
Seller of any liability, obligation or claim to which the foregoing indemnity
applies. Such notification shall include a specific demand for indemnification
if the Indemnified Party wishes to assert its indemnification rights hereunder.
(b) Disputes. If Seller should dispute the right of the
--------
Indemnified Party to indemnification hereunder, Seller shall give the
Indemnified Party written notice of such dispute, specifying in detail the basis
of the dispute, not later than 30 days after mailing of demand for
indemnification. If the dispute cannot be resolved amicably, any party may
institute suit against the other party in the Nevada Superior Court, to resolve
the matter. All parties hereto agree to submit to the jurisdiction of such court
for the purpose of such suit or suits.
(c) Time limit. If Seller should fail, within such 30 day
-----------
period, to dispute the Indemnified Party's right to indemnification with respect
15
to any such demand, or upon resolution of any such dispute, Seller shall pay the
Indemnified Party the amount of such demand or any other amount acceptable to
the Indemnified Party.
11.4. Remedies Cumulative. The Indemnified Party shall be entitled
--------------------
to such indemnification from time to time and shall be entitled to rely upon one
or more provisions of this Agreement without waiving its right to rely upon any
other provisions at the same time or at any other time.
11.5. Insurance. Seller shall maintain in force for the applicable
---------
time periods of limitations upon the commencement of litigation, the general
liability and product liability insurance policies listed on Schedule 5.17 with
respect to all acts which shall have occurred prior to the Apportionment Time
pursuant to this Agreement. Seller shall provide evidence of such general
liability and product liability insurance in force at closing.
11.6. Litigation Procedure. Promptly after receipt by an Indemnified
--------------------
Party of notice of the commencement of any action for which a claim for
indemnification is to be made under this Agreement, the Indemnified Party shall
notify Seller of the commencement thereof; but the failure to so notify Seller
will not relieve Seller from any liability which it may have to the Indemnified
Party otherwise under this Agreement. In case any such action is brought against
an Indemnified Party and it notifies Seller of the commencement thereof, Seller
will be entitled to participate therein and, to the extent that Seller may wish,
assume the defense thereof, with counsel satisfactory to the Indemnified Party
and after notice from Seller to the Indemnified Party of its election to so
assume the defense thereof, Seller will not be liable to the Indemnified Party
under this Agreement for any legal fees or other expenses subsequently incurred
by the Indemnified Party in connection with the defense thereof other than
reasonable costs of investigation. If Seller has assumed the defense thereof,
they shall not settle or otherwise compromise any claim subject to such action
without the prior written consent of the Indemnified Party.
12. NOTICES. Any notices or other communications provided for
-------
hereunder may be given to any party to this Agreement at the address set forth
above, with a copy to that party's attorney and shall either be (a)
hand-delivered, (b) deposited with an overnight courier delivery service or (c)
mailed by certified mail, return receipt requested, postage prepaid. All notices
shall be deemed to have been given either when hand-delivered, 1 day after
having been deposited with an overnight courier delivery service or 2 days
following the date of mailing.
13. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the
------------------------
benefit of and shall be binding upon Buyer, and Seller, their heirs, successors
and assigns. Buyer may not assign this Agreement without obtaining the prior
written consent of Seller, except that this Agreement may be assigned to any
person, corporation, limited partnership, limited liability company, partnership
or other entity affiliated or associated with, or under the control of or under
16
common control with Buyer or any of Buyer's principal shareholders, all without
Seller's consent.
14. NO THIRD PARTY BENEFICIARIES. This Agreement shall not, and
-------------------------------
shall not be deemed to, confer any rights or remedies upon any party other than
Buyer and Buyer's affiliates, Seller, Shareholders and their respective
successors and assigns.
15. BROKERAGE. Buyer shall hold Seller harmless and Seller shall
---------
hold Buyer harmless from any claim asserted by any third party for any broker's
or finder's fee alleged to be due and owing as a result of contacts initiated by
such party in connection with this transaction.
16. GOVERNING LAW. This Agreement shall be construed in accordance
-------------
with the laws of the State of Nevada
17. CONSENT TO JURISDICTION. Seller, Shareholders and Buyer hereby
-----------------------
irrevocably consent to the jurisdiction of the courts of the State of Nevada or
any Federal Court in Nevada in connection with any action or proceeding arising
out of or related to this Agreement or any other document delivered in
connection with this Agreement.
18. COUNTERPARTS. This Agreement may be executed in any number of
------------
counterparts, all of which taken together shall constitute an original hereof.
When counterparts have been executed by all parties, they shall have the same
effect as if the signatures were upon the same document.
19. FURTHER ASSURANCES. Seller and Shareholders shall take such
-------------------
action as Buyer may reasonably request from time to time to perfect Buyer's
title to the Purchased Assets to be acquired from Seller pursuant to this
Agreement and to enable Buyer to enjoy any other benefits of this Agreement.
20. SEVERABILITY. Any term or provision of this Agreement that is
------------
invalid or unenforceable in any situation in any jurisdiction shall not affect
the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction. If any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be excessively
broad as to time, duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing it so as to be enforceable to the fullest
extent permitted under the applicable law.
21. EXPENSES. Each party to this Agreement shall pay its own fees
--------
and expenses incident to this Agreement and the transactions contemplated in
this Agreement, including, without limitation, counsel fees, brokerage or
financial advisor fees and accounting fees.
17
22. ENTIRE AGREEMENT. This Agreement (including the exhibits and
-----------------
schedules referred to herein) contains the entire agreement among the parties
with respect to the transactions contemplated under this Agreement and
supersedes all prior agreements or commitments, written and oral, with respect
thereto, including, without limitation, the Letter of Intent and Amendment dated
September 17, 2001 and September 26, 2001, respectively.
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18
IN WITNESS WHEREOF, the parties have executed or caused their
authorized representatives to execute this Agreement as of the date set forth
above.
SELLER:
------
ATTEST: By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Name: Xxxxx X. Xxxxxxx
Title: President
BUYER:
-----
ATTEST:
By: /s/ Xxxxxx Xxxxxxxx By: /s/ Xxxxx Xxxxx
--------------------------- ---------------------------
Name: Xxxxxx Xxxxxxxx Name: Xxxxx Xxxxx
Title: President Title: Secretary
19
LIST OF EXHIBITS
----------------
Exhibit A - Xxxx of Sale
LIST OF SCHEDULES
-----------------
Schedule 1.1(d) - Operating Documents
Schedule 1.1(f) - Unfilled Purchase Orders
Schedule 1.2 - Excluded Assets
Schedule 5.12 - Intellectual Property
Schedule 5.17 - Insurance Policies
Schedule 5.27 - Financial Statements
20
Schedule 1.2
Excluded Assets
---------------
INVENTORY
Auto-ship accounts in place prior to the Apportionment Time.
All rights, title and interest in the Crave Fighter product
All rights, title and interest in the Carb Neutralizer product
All rights, title and interest in the Carb Blocker product
21
SCHEDULE 1.1(d)
OPERATING DOCUMENTS
1. Infomercial Producer:
---------------------
Xxxx Productions / Agreement for Production dated September 7, 2000
2. Carb Fighter Infomercial Talent:
-------------------------------
(a) Xxxxxx X. Xxxxxx, MD / Standard "On-Air" Release and Affidavit
(b) Xxxxxxxx Xxxxxx / Standard "On-Air" Release and Affidavit
(c) Xxxxxx Xxxxxxx / Standard "On-Air" Release and Affidavit
(d) Xxxx Xxxxxxx / Standard "On-Air" Release and Affidavit
(e) Xxxxx Xxxxx / Standard "On-Air" Release and Affidavit
(f) Xxxxxxx XxXxxxxx / Standard "On-Air" Release and Affidavit
(g) Xxxx Xxxxxxx / Standard "On-Air" Release and Affidavit
(h) Xxxxx Xxxxxxxxx / Standard "On-Air" Release and Affidavit
(i) Xxxx Kempall / Standard "On-Air" Release and Affidavit
(j) Xxxxxxxxx X. Xxxxxxx / Standard "On-Air" Release and Affidavit
(k) Xxxx X'Xxxx / Standard "On-Air" Release and Affidavit
(l) Xxxxxx Xxxxxxxx / Standard "On-Air" Release and Affidavit
3. Carb Fighter Photographs:
------------------------
(a) Xxxxxx Xxxx / Name and Likeness Release (guide)
(b) Xxxxxxx Xxxxxx / Model Release (Package Insert) / One Year / Expires August
1, 2002 (renewable)
22
(a) Xxx Xxxxxxxxxx / Photographer / Carb Fighter Package Insert
(b) EyeWire Images / Stock Photos for Website
4. Distribution Agreements:
-----------------------
(a) Cataval, Inc. / International Distribution Agreement
(b) Koolatron, Inc. / Canadian Distribution Agreement
(c) Windmill Health Products / Exclusive Retail Distribution Agreement
5. Consents:
--------
(a) Xxxx Productions / Notification
(b) Xxx Xxxxxxxxxx / Consent
(c) Cataval, Inc. / Notification
(d) Koolatron, Inc. / Notification
(e) Windmill Health Products / Notification
(f) Stray Moose Productions / Notification
(g) National Fulfillment / Notification
(h) West Telemarketing Corporation / Notification
(i) Fox Marketing Associates / Notification
23
SCHEDULE 1.1(f)
UNPAID ROYALTIES AND UNFILLED ORDERS
1. Unpaid Royalties:
----------------
(To be determined at closing.)
2. Unfilled Purchase Orders:
------------------------
(To be determined at closing.)
3. Unfilled Sales Orders:
---------------------
(To be determined at closing.)
24
SCHEDULE 5.12
INTELLECTUAL PROPERTY
1. Trademark:
---------
Carb Fighter(R) / June 29, 2000 Application Date
2. Domain Name:
-----------
XxxxXxxxxxx.xxx
25
SCHEDULE 5.17
INSURANCE POLICIES
1. Products Liability Policy
2. Excess Products Liability
3. Professional Liability Policy
26
SCHEDULE 5.27
FINANCIAL STATEMENTS
1. Statements of Net Income for Carb Fighter
2. Balance Sheets for Carb Fighter
27
EXHIBIT A
GENERAL CONVEYANCE, TRANSFER, ASSIGNMENT
AND XXXX OF SALE
THIS GENERAL CONVEYANCE, TRANSFER, ASSIGNMENT AND XXXX OF SALE ("Xxxx of
Sale") effective as of the 4th day of February, 2002, is between Thinka Weight
Loss Corp., a Nevada corporation ("Purchaser"), and One World Networks
Integrated Technologies, Inc., a Nevada corporation ("Seller").
RECITALS:
A. The Seller and the Purchaser have entered into an Asset Purchase
Agreement dated as of the 31st day of January, 2002, ("Purchase Agreement")
providing, among other things, for the sale by Seller and purchase by the
Purchaser of the Assets (as defined later in this Xxxx of Sale)
B. In order to effectuate the sale and purchase of the Assets, the
Seller is executing and delivering this Xxxx of Sale and the Purchaser is
delivering the consideration specified in the Purchase Agreement.
NOW, THEREFORE, in consideration of the premises, the mutual covenants and
agreements specified herein and in the Purchase Agreement, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Seller hereby acts and agrees as follows:
1. Conveyance of Acquired Assets. The Seller hereby forever and
--------------------------------------
irrevocably grants, assigns, transfers, conveys, delivers and sets over unto
Purchaser and its successors and assigns, all right, title and interest of the
Seller in and to the assets, rights, and properties described in the following
clauses (a) through (f), inclusive, ("Assets") such right, title and interest to
be held and enjoyed by the Purchaser for the Purchaser's own use and behoof and
for the use and behoof of the Purchaser's successors and assigns as fully,
completely and entirely as such right, title and interest would have been held
and enjoyed by the Seller if the assignment in this Xxxx of Sale had not
occurred:
(a) Operating Documents. All of Seller's Operating Documents relating to
---------------------
the CARB FIGHTER product, insofar as any of them are used in the
Seller's CARB FIGHTER business.
(b) Licenses and Permits. All right, title and interest of the Seller in,
---------------------
to and pursuant to, all licenses, permits, authorizations and other
rights of every kind and character relating to the Seller's CARB
1
FIGHTER business pursuant to any federal, state, or local statute,
ordinance or regulation.
(c) Intangible Assets. All right, title and interest of the Seller in, to
-------------------
and pursuant to all trademarks, technology, know-how, data,
copyrights, trade-names, servicemarks, licenses, covenants by others
not to compete, rights and privileges used in the Seller's business
and the goodwill associated with the Seller's business.
(d) Goodwill. The goodwill and going concern value of the Seller's
---------
interest in the Seller's CARB FIGHTER business ("Assigned Contracts").
(e) Contracts and Leases. All right, title and interest of Seller in, to
---------------------
and pursuant to any contracts and leases pertaining to the CARB
FIGHTER business .
(f) Books and Records. All of the Seller's CARB FIGHTER books and records.
------------------
2. Assumption by the Purchaser. The Purchaser hereby agrees to assume
------------------------------------
and make all payments which become due from, and to perform all covenants and
conditions which are to be performed by, the Seller pursuant to any of the
Assigned Contracts from and after the Closing Date.
3. Defined Terms. All capitalized terms used in this Xxxx of Sale
--------------------
without definitions shall have the meanings assigned to those terms in the
Purchase Agreement.
4. Counterparts. This Xxxx of Sale may be executed in any number of
------------------
counterparts, and each counterpart hereof shall be deemed to be an original
instrument, but all such counterparts shall constitute but one assignment.
5. Further Assurances. From time to time, as and when requested by the
------------------------
Purchaser, the Seller shall execute and deliver or cause to be executed and
delivered, such documents and instruments and shall take, or cause to be taken,
such further or other actions as may be reasonably necessary to carry out the
purposes of this Xxxx of Sale.
6. Controlling Agreement. It is contemplated that the Seller may, at any
---------------------------
time or from time to time, execute, acknowledge and deliver one or more separate
instruments of assignment and conveyance relating to certain of the CARB FIGHTER
Assets. No such separate instrument of assignment or conveyance shall limit the
2
scope and effect of this Xxxx of Sale. In the event that any conflict or
ambiguity exists as between this Xxxx of Sale and any such separate instrument
of assignment, the terms and provisions of this Xxxx of Sale shall govern and be
controlling.
7. Governing Law. The validity of this Xxxx of Sale shall be governed by
-------------------
and construed in accordance with the laws of the State of Nevada, excluding any
conflicts-of-law rule or principle which might refer to another jurisdiction.
8. Successors and Assigns. This Xxxx of Sale shall obligate the Seller
------------------------------
and its successors and assigns and inure to the benefit of the Purchaser and its
successors and assigns.
9. Descriptive Headings. The descriptive headings of the several
---------------------------
paragraphs, subparagraphs and clauses of this Xxxx of Sale were inserted for
convenience only and shall not be deemed to affect eh meaning or construction of
any of the provisions hereof.
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3
SIGNATURES ARE AFFIXED TO THE NEXT PAGE.
EXECUTED as of the date first set forth above.
Thinka Weight Loss Corporation,
a Nevada corporation
By: /s/ Xxxxxx Xxxxxxxx
---------------------------
Its: President
By: /s/ Xxxxx Xxxxx
---------------------------
Its: Secretary
One World Networks Integrated Technologies, Inc.,
a Nevada corporation
By: /s/ Xxxxx X. Xxxxxxx
---------------------------
Its: President
By: /s/ Xxxxxx Xxxxx
---------------------------
Its: President
THE REMAINDER OF THIS PAGE IS LEFT BLANK INTENTIONALLY
4
